1. The members of the Research and Education Foundation (“REF”) Board must bear ultimate responsibility for the terms and administration of its conflict of interest policy. Although the REF’s officers, staff, and legal counsel can assist in administration of the policy, the Board should be sensitive to the risk that the judgment of such persons may be impaired by their roles relative to the Board’s.

2. The following general standard should be applied to determine if a conflict of interest exists: (a) If reasonable observers, having knowledge of all the relevant circumstances, would conclude that the board member has an actual or apparent conflict of interest in a matter related to the REF, the board member should have no role for the institution in the matter. (b) If, however, involvement by the board member would bring such compelling benefit to the REF that the Board should consider whether to approve involvement, any decision to approve involvement should be subject to carefully defined conditions that assure both propriety and the appearance of propriety.

3. (a) When a board member is barred by an actual or apparent conflict of interest from voting on a matter, ordinarily the board member should not participate in or attend the discussion of the matter, even if to do so would be legally permissible.

(b) If, however, the Board determines that it would significantly serve the interests of the Board to have the conflicted board member explain the issue or answer questions, the Board, if legally free to do so, may consider whether to invite the board member for that limited purpose. Any resulting invitation should be recorded in the minutes of the meeting.

4. This policy is not limited to potential financial conflicts, but extends to all kinds of interests that may (a) lead a board member to advance an initiative that is incompatible with the board member’s fiduciary duty to the REF, or (b) entail steps by the board member to achieve personal gain, 1:1 replica watches or gain to family, as defined in paragraph 6 below, friends or associates, by apparent use of the board member’s role with the REF. Personal gain as defined in this paragraph would include is but not limited to academic or other professional awards, recognition or attribution.

5. Board members are required to disclose promptly all situations that involve actual or apparent conflicts of interest related to the REF, as the situations become known to them. To facilitate board members’ identification of such conflicts, the REF will annually inform board members of major institutional relationships and transactions, so as to maximize awareness of possible conflicts.

6. Interests of a board member’s dependent children, and of members of a board member’s immediate household, should be disclosed and regulated by the conflict of interest policy applicable to board members in the same manner as are conflicts of the board member.

7. To the extent that the foregoing policy exceeds but is not inconsistent with legal requirements applicable to members of REF boards, the Board should voluntarily adopt those policies.